Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No. 333-177923
Dated April 3, 2014
 



North America Structured Investments

13 month Return Notes linked to JPMorgan US Long Equity Dynamic Overlay Index

Overview
The J.P. Morgan US Long Equity Dynamic Overlay 80 Index (Series 1) (the "Index"
or "LEDO") is a rules-based Index designed to provide a synthetic long position
in the total return version of the SandP 500([R]) Index (the "Equity Index") and
limited downside protection against adverse movements of the Equity Index
through a synthetic collar strategy as an overlay to the synthetic long
position in the total return version of the Equity Index, subject to fees and
deductions.

The Index consists of three positions: a synthetic long position in the SandP
500([R]) Total Return Index, a synthetic rolling collar strategy applied to the
"price return" version of the Equity Index (the "Price Return Equity Index"),
and a synthetic delta hedge position with respect to the synthetic short call
position consisting of a variable synthetic exposure to futures contracts
referencing the Price Return Equity Index.
The notes are designed for investors who seek exposure to the J.P. Morgan U.S.
Long Equity Dynamic Overlay 80 Index (Series 1), subject to the fees and
deductions described below.
Investors should be willing to forgo interest payments and, if, between the
Pricing Date and the Observation Date, the level of the Index (which reflects
the deductions described below) decreases or does not increase sufficiently to
offset the fees and deductions described below, be willing to lose some or all
of their principal.

Summary of Terms
Issuer: JPMorgan Chase and Co.
Minimum Denomination: $1,000
Underlying: J. P.  Morgan US Long Equity Dynamic Overlay 80 Index
Underlying Ticker: JPUSLEDO
Payment at Maturity: Per note, $1,000  x (1 + Index Return)
Maximum Return: n/a
Index Return: On any Valuation Date, (Index closing level on that Valuation
Date -- Initial Index Level) / Initial Index Level Initial Index Level: The
Index closing level on the Inception Date
Inception Date: April 25, 2014 Maturity Date: May 29, 2015
CUSIP 48127DDE5
Preliminary Term Sheet: http://sp. jpmorgan.
com/document/cusip/48127DDE5/doctype/Product_Termsheet/document.   pdf

For more information about the estimated value of the notes, which will be
lower than the price you paid for the notes, please see the hyperlink above.


Hypothetical Returns**
     Index Return Note Return Payment at Maturity
----------------- ----------- -------------------
        70.00%     70.00%         $1,700.00
----------------- ----------- -------------------
        50.00%     50.00%         $1,500.00
----------------- ----------- -------------------
        30.00%     30.00%         $1,300.00
----------------- ----------- -------------------
        10.00%     10.00%         $1,100.00
----------------- ----------- -------------------
        0.00%       0.00%         $1,000.00
----------------- ----------- -------------------
       -10.00%     -10.00%         $900.00
----------------- ----------- -------------------
       -30.00%     -30.00%         $700.00
----------------- ----------- -------------------
       -50.00%     -50.00%         $500.00
----------------- ----------- -------------------
       -100.00%    -100.00%         $0.00
----------------- ----------- -------------------

Return Profile

At maturity, you will receive a cash payment of $1,000 times (1 + Index Return
on the Final Valuation Date). You may also request that we repurchase your
notes prior to maturity.* The notes provide the opportunity to obtain an
uncapped return at maturity or upon early repurchase linked to the Index.

Your payment at maturity, or upon early repurchase, is subject to the credit
risk of JPMorgan Chase and Co.

The level of the Index incorporates the daily deduction of (a) the index fee of
0.75% per annum (the "Only Index Fee"), (b) the Call deduction and put
deduction: on a monthly or quarterly basis, as applicable, when the Index's
synthetic short call or long put exposure, as applicable, is rolled into a new
option contract on the SandP 500[R] Index, a call deduction or put deduction, as
applicable, is subtracted in the calculation of the Index. The call deduction
or put deduction is calculated by multiplying a) the applicable volatility
spread (which is between 0.30% and 3.00%) by b) the vega of the applicable
option contract, subject to certain minimum and maximum amounts and (c) when
the delta hedge implemented, 0.03% of any increase or decrease in the Index's
exposure to the futures contracts on the Price Return Equity Index is deducted
in the calculation of the Index.

JPMS's estimated value reflects the Daily Index Fee that will accrue on a daily
basis over the term of the notes. The call deduction and put deduction do not
impact JPMS's estimated value.

The level of the Index and the value of the notes will be adversely affected,
perhaps significantly, if the performance of the SandP 500[R] Total Return Index
(the "Total Return Equity Index") and the option contracts and futures
contracts on the Price Return Equity
Index included in the Index, in aggregate, is not sufficient to offset these
fees and deductions.

* You may request that we repurchase your notes daily in a minimum denomination
equal to $1,000,  subject to our acceptance of your request and your compliance
with the procedural requirements described in the accompanying term sheet.
While we intend to accept all requests for early repurchase of notes, we are
not obligated to accept any repurchase request.  We are not committed to
purchasing any note at a particular time or price.

** The hypothetical returns and hypothetical payments on the notes shown above
apply only at maturity.  These hypotheticals do not reflect fees or expenses
that would be associated with any sale in the secondary market.  If these fees
and expenses were included, the hypothetical returns and hypothetical payments
shown above would likely be lower

J. P. Morgan Structured Investments | 1 800 576 3529 |
jpm_structured_investments@jpmorgan.com




 
 
 

 
 
 




North America Structured Investments

13 month Return Notes linked to JPMorgan US Long Equity Dynamic Overlay Index

Selected Purchase Considerations
[] Uncapped appreciation potential: The notes provide the opportunity to obtain
an uncapped return at maturity, or upon early repurchase, linked to the Index
(which will reflect the daily deduction fess and deductions described above).
[] The averaging convention used to calculate the ending index level could
limit returns.
[] Daily repurchases in minimum denominations equal to the principal amount.
While we intend to accept all requests for early repurchase of notes, we are
not obligated to accept any repurchase request.  We are not committed to
purchasing any note at a particular time or price.
[] Potential for Long Term Capital Gains tax treatment if held longer than one
year.

Selected Risks
[] The risks identified below are not exhaustive.  Please see "Risk Factors" in
the applicable product supplement and any applicable underlying supplement and
"Selected Risk Considerations" to the applicable term sheet for additional
information.
[] Your investment in the notes may result in a loss.  The return on your
initial investment will reflect the daily deduction of the index fee and the
daily rebalancing adjustment amount from the level of the Index and, in the
case of an early repurchase, the deduction of the repurchase fee.  If the Index
declines by 100% from its initial level at maturity, you would lose all of your
principal.  There are no interest payment on the notes.
[] Payment on the notes is subject to our credit risk.  Therefore the value of
the notes prior to maturity will be subject to changes in the market's view of
our creditworthiness.
[] You may receive less than your initial investment due to the index fee, call
and put deduction, and delta hedge deduction . These fees and deductions are
likely to have a substantial adverse effect on the level of the Index over
time.

Selected Risks (continued)
[] Our affiliate, J. P.  Morgan Securities plc, is the index calculation agent
and Index Sponsor and may adjust the Index in a way that affects its level.
[] The Index has a limited operating history.  Hypothetical back-tested  data
related to the Index does not represent actual historical data and are subject
to inherent limitations.  The strategy reflected in the Index may not be
successful.
[] The Index provides exposure to equity options and futures, which are subject
to significant fluctuations, and are not suitable for all investors.
[] There are risks associated with the delta hedging.
[] There are risks associated with synthetic options.
[] The Index references a synthetic portfolio of underlying assets.
[] The Index may not be successful and may not outperform any alternative
strategy.
[] The cost of synthetically trading the options and futures constituents may
negatively impact performance.
[] Even with delta hedging, the Index may still underperform the underlying
equity Index.
[] Even though the Index maintains a long put position, the level of the Index
may not increase when the market decreases.
[] The Index is an excess return index, thought it tracks a total return index.

[] JPMS's estimated value does not represent future values and may differ from
others' estimates.
[] The notes' value in customer account statements may be higher than JPMS's
current estimated value for a limited time period.
[] Potential conflicts: We and our affiliates play a variety of roles in
connection with the notes, including acting as a note calculation agent, index
calculation agent, index sponsor, as agent for the note offering, hedging our
obligations under the notes and making the assumptions used to determine the
pricing of the notes.  It is possible that such hedging or trading activities
of ours or our affiliates could result in substantial returns for us or our
affiliates while the value of the notes decline.
[] Lack of liquidity: The price, if any, at which JPMS will be willing to
purchase notes from you in the secondary market, if at all, may result in a
significant loss of your principal.

Disclaimer
SEC Legend: JPMorgan Chase and Co. has filed a registration statement (including
a prospectus) with the SEC for any offerings to which these materials relate.
Before you invest, you should read the prospectus in that registration
statement and the other documents relating to this offering that JPMorgan Chase
and Co. has filed with the SEC for more complete information about JPMorgan Chase
and Co. and this offering. You may get these documents without cost by visiting
EDGAR on the SEC Web site at www.sec.gov. Alternatively, JPMorgan Chase and Co.,
any agent or any dealer participating in the this offering will arrange to send
you the prospectus and each prospectus supplement as well as any product
supplement, any applicable underlying supplement and term sheet if you so
request by calling toll-free 1-866-535-9248.

IRS Circular 230 Disclosure: JPMorgan Chase and Co. and its affiliates do not
provide tax advice. Accordingly, any discussion of U.S. tax matters contained
herein (including any attachments) is not intended or written to be used, and
cannot be used, in connection with the promotion, marketing or recommendation
by anyone unaffiliated with JPMorgan Chase and Co. of any of the matters address
herein or for the purpose of avoiding U.S. tax-related penalties. The tax
consequences of the notes may be uncertain.

Investment suitability must be determined individually for each investor, and
the financial instruments described herein may not be suitable for all
investors. The products described herein should generally be held to maturity
as early unwinds could result in lower than anticipated returns. This
information is not intended to provide and should not be relied upon as
providing accounting, legal, regulatory or tax advice. Investors should consult
with their own advisors as to these matters.

This material is not a product of J.P. Morgan Research Departments.

J. P. Morgan Structured Investments | 1 800 535 9248 |
jpm_structured_investments@jpmorgan.com